[] [CSUN Silicon Wafers (Materials) Purchase Contract Contract No.: NPM11118627 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118628 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118629 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118630 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118631 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118626 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [Supplementary Agreement Lessor (Party A): CEEG (Nanjing) Special Transformer Co., Ltd. Lessee (Party B): CEEG (Nanjing) New Energy Co., Ltd 1. The leasing term of the original leasing agreement expires on 30 April, 2014. 2. The unperformed portion of the original leasing agreement is terminated starting from January 1, 2012. 3. Both parties agree not to hold the other party] [Supplementary Agreement Lessor (Party A): CEEG (Nanjing) Special Transformer Co., Ltd. Lessee (Party B): China Sunergy (Nanjing) Co., Ltd. 1. The leasing term of the original leasing agreement expires on 30 September, 2014. 2. The unperformed portion of the original leasing agreement is terminated starting from January 1, 2012. 3. Both parties agree not to hold the other party accountable] [Product Procurement Contract Seller: CEEG Nanjing Renewable Energy Co., Ltd. Contract No.: XSP12079 Date of signing: May 18, 2012 Buyer: CEEG Nanjing Solar Energy Research Institute Contract Law of the People's Republic of China Through friendly consultations and in accordance with the I. Goods and Price Product Quantity Unit price (including Amount name Brand Specification/Model Piece W RMB/W RMB/Piece tax)] [Product Procurement Contract Seller: CEEG Nanjing Renewable Energy Co., Ltd. Contract No.: XSP12080 Date of signing: May 18, 2012 Buyer: CEEG Nanjing Solar Energy Research Institute Contract Law of the People's Republic of China Through friendly consultations and in accordance with the I. Goods and Price Product Quantity Unit price (including Amount name Brand Specification/Model W RMB/W RMB/Piece tax) Wafer] [Loan Agreement Party A: CEEG (Nanjing) Semiconductor Co., Ltd. Legal representative: Authorized agent: Company address: Contact number: Post code: Party B: China Sunergy (Nanjing) Co., Ltd. Legal representative: Authorized agent: Company address: Contact number: Post code: In order to meet the needs for Party B’s business operation and under the principles of equality, voluntary and good faith, Party A and] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type: Legal (household register) address: No.6 Shuige Road, Jiangning Development] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especialy articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [Letter of Support TO THE BOARD OF DIRECTORS OF CHINA SUNERGY CO., LTD. The details of our agreed financial support to China Sunergy include the following 1. We agree that China Sunergy does NOT have to repay us the amount owed as of March 31, 2013 to CEEG Group, and its subsidiary, CEEG (Nanjing) Semiconductor Co., Ltd. before January 1,] [Loan Agreement Contract No: Signing Place: Party A: CEEG (Nanjing) Semiconductor Co., Ltd. Legal representative: Lu Tingxiu Authorized agent: Company address: No.6 Shuige Road, Jiangning Economic and Technology Zone Contact number: 025-52095899 Post code: 211100 Party B: China Sunergy (Nanjing) Co., Ltd. Legal representative: Lu Tingxiu Authorized agent: Company address: No. 123 Focheng West Road, Jiangning Economic and Technology Zone] [1. China Sunergy Co., Ltd., incorporated in the British Virgin Islands. 2. China Sunergy (Hong Kong) Co., Limited., incorporated in Hong Kong. 3. China Sunergy (Nanjing) Co., Ltd., incorporated in the People’s Republic of China. 4. China Sunergy Europe GmbH, incorporated in Germany. 5. China Sunergy (Shanghai) Co., Ltd., incorporated in the People’s Republic of China. 6. CEEG (Shanghai) Solar] [Certification by the Chief Executive Officer I, Stephen Zhifang Cai, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [Certification by the Chief Financial Officer I, Yongfei Chen, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Stephen Zhifang Cai Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yongfei Chen Chief Financial Officer] [April 26, 2013 China Sunergy Co., Ltd. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing China Dear Sirs, Re: China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman (Cayman) Limited] [Consent of Jun He Law offices, PRC Counsel April 26, 2013 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business in China”] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and in Registration Statement No. 333-151518 on Form F-3 of our reports dated April 26, 2013, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd, appearing in the Annual Report on Form]